EX-5.1 6 g13783exv5w1.htm EX-5.1 OPINION OF WILLIAM P. CRAWFORD, JR., ESQ. EX-5.1 OPINION OF WILLIAM P. CRAWFORD, JR., ESQ.
Exhibit 5.1
June 6, 2008
The South Financial Group, Inc.
102 South Main Street
Greenville, SC 29601
          Re: The South Financial Group, Inc. Registration Statement on Form S-3
Gentlemen:
I am the General Counsel of The South Financial Group, Inc. (the “Company”) and have acted as counsel to the Company in connection with the Registration Statement on Form S-3 filed by the Company on June 6, 2008 with the Securities and Exchange Commission (the “Registration Statement”) relating to the offer and sale from time to time by certain selling shareholders of the Company identified therein (the “Selling Shareholders”) of 50,937 shares of Mandatory Convertible Non-Cumulative Preferred Stock, Series 2008ND-V (the “Series 2008ND-V”), 169,343 shares of Mandatory Convertible Non-Cumulative Preferred Stock, Series 2008ND-NV (the “Series 2008ND-NV”), 2,221 shares of Mandatory Convertible Non-Cumulative Preferred Stock, Series 2008D-V (the “Series 2008D-V”), 7,499 shares of Mandatory Convertible Non-Cumulative Preferred Stock, Series 2008D-NV (the “Series 2008D-V”) and up to 56,565,385 shares of TSFG common stock, par value $1.00 per share (the “Common Stock”) issuable upon the conversion of the four foregoing series of Preferred Stock. The four series of Preferred Stock are collectively referred to herein as the “Preferred Stock.”
This opinion is being furnished pursuant to the requirements of Item 601(b)(5) of Securities and Exchange Commission’s Regulation S-K.
In rendering this opinion, I have examined:
  1.  
the Company’s Articles of Incorporation and Bylaws;
 
  2.  
resolutions of the Board of Directors of the Company with respect to the authorization and issuance of the Preferred Shares and related matters;
 
  3.  
a copy of a stock certificate representing the Common Stock and the various series of Preferred Stock;
 
  4.  
the various purchase agreements pursuant to which the Preferred Stock was issued and sold to the Selling Shareholders; and
 
  5.  
such other documents as I have deemed relevant for purposes of rendering this opinion.
This opinion is also based on personal knowledge acquired in the course of acting as General Counsel to the Company.
My opinion is qualified in all respects by the scope of this document examination. I have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all certificates, documents and records examined or provided to

 


 

me. I have also assumed the legal competence and capacity of all natural persons and the genuineness of all signatures submitted to me. This opinion is limited to the laws of the State of South Carolina.
Based upon and subject to the foregoing, I am of the opinion that the shares of Preferred Stock and the Common Stock issuable upon conversion thereof have been duly authorized by all necessary corporate action on the part of the Company and are validly issued, fully paid and non-assessable, provided, however, that the conversion of the Series 2008ND-V and the Series 2008D-V into Common Stock is subject to the Company’s holding of a shareholders meeting at which holders of Common Stock will consider the approval (as defined in the terms of the Preferred Stock) of the transactions pursuant to which the Preferred Stock was issued (“Shareholder Approval”), and provided, further, that the conversion of the Series 2008ND-NV and the Series 2008D-NV into Common Stock is subject to receipt of Shareholder Approval.
I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to me under the caption “Legal Matters” in the prospectus included therein.
       
 
  Sincerely,
 
   
 
  /s/ William P. Crawford
 
   
 
  William P. Crawford, Jr., Esquire